Failing and Falling 3: The End of Everything
by AngelofMercy86
Summary: It all ends here. Dark Phoenix has been unleashed and is the one of the XMen's biggest threat along with a new SHEILD program called Bastian. Kurtty Romy Last of the F&F stories!
1. SHIELD

Author's Note: Okay y'all! This is the final story of the Failing and Falling series! The reason why it's called "The End of Everything" is because all story lines up to this point will be closed up and ended. I just did not want you all to think I was gonna destroy the world in this fic. LOL.

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Chapter I: SHIELD

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Location, SHIELD headquarters. Time: Eight AM,

Nick Fury walked down the halls of SHIELD headquarters to attend another meeting about the mutant menace. He was so sick of these meetings. Bolivar Trask's thirst for getting rid of the mutants was getting beyond annoying. And now he had some other idiotic plan. Something he called, Bastion.

He slid his ID card and a door opened. He walked into a room that had a long table and about twenty important looking people. They were all seated drinking coffee while Trask just stood there with his hands behind his back glaring at Fury.

"You're late," he sneered.

"I apologize," Fury replied simply sitting in an empty chair at the end of the table.

"Now," Trask began sitting in a chair at the opposite end of the table from Fury. "I am very impressed with the progress the Sentinels are making. I believe they will be ready for action very soon. The reason I have called you all here today is because I have thought up a new plan. Cyborgs. We will create artificial people that will hunt down mutants and destroy them. It will be easy to get rid of a group of mutants like Professor Xavier's home with the Sentinels, but with the Bastions, we will be able to track down single everyday mutants that roam this earth."

"'Cyborgs?'" Fury said in disbelief. "I highly doubt such a thing is possible."

"Oh it is," Trask said grabbing a box from under the table and placing it on the table. He smiled wickedly and opened the box. Inside looked like a human's head, except cords and wires were coming from the bottom of the neck. The head's eyes were closed and he had short silver hair. He looked like an old man, but at the same time looked ageless. "This is Bastion. He is not yet complete obviously. We are working on the body now. We have designed him to teleport and to use energy rays from his hands. No mutant will be able to escape him because of his high artificial intelligence."

'This is getting out of hand,' Fury thought. 'He is sicker than I thought. I have no choice. I'm going to have to warn someone.'

"How….…how did you do it?" Fury asked.

"Anything is possible," Trask answered putting away Bastion's head. "Especially when your will to get rid of mutants is powerful."

Fury and Trask stared at each other for a long time. The other members of the meeting were too shocked to say anything.

"That is all for this briefing," Trask finally said breaking the silence.

Everyone got up except for Fury. He was so shocked. He did not know that Trask was capable to create such an awesome force. He thought the whole Sentinel thing would fall through, but apparently not. Now he had to deal with the Sentinels and this Bastion thing. The only person he thought of to warn was Professor Xavier. But how would he without Trask noticing?

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Midnight, Nick Fury's room,

Nick Fury grabbed his leather jacket from his coat hanger and silently made his way out of his room. He would go to Professor Xavier's house for mutants and warn him about Trask's plan. He knew Xavier housed innocent children and was not about to let them be murdered.

He snuck past the guards easily even though the security was tightened with the Bastion program going on. 'I still just can't believe it,' he thought as he leaned against a wall to avoid a guard that was patrolling in front of where Bastion's head was kept. 'How did he come up with the technology the make a cyborg!'

The guard finally had his back turned and Fury quickly ran across to the other side of the hall. He was almost out of the facility. All he had to do was get to the garage and get his car.

"_Where do you think you're going, Fury?" _

Fury stopped dead in his tracks and sighed. He turned around slowly and saw Trask with two armed guards.

"I'm going out," Fury replied. "I am not a prisoner here am I?"

"'Going out' at midnight?" Trask asked unconvinced. "Don't play dumb with me. Ever since I started the Sentinel program you have been acting weird and now that the Bastion program has started, you are acting even more odd. You are leaving to warn someone aren't you?" He sneered at the grey haired man and walked up to him. "Maybe Professor Charles Xavier?"

"Someone has to stop you," Fury growled. "You are sick in the head! I thought for sure your dumb Sentinel plan would fail, but now I see it was a success. And now you are creating artificial humans! You're damn sick! I'm not going to stand by and watch you murder hundreds of innocent people!"

"Mutants are not people!" Trask shot back. "They're animals! _I _won't let _you _stop _me_!" He motioned for his guards to come forward. They obeyed and seized Fury's arms. "Lock him up! And tighten security even more in case there's another fool like Nick Fury."

"Damn you!" Fury yelled.

"No, damn you!" Trask replied. "You were a good member of SHIELD, but your love for the mutants make me sick!"

"I don't love the mutants!" Fury shot back. "I just don't love the fact you're planning to kill innocent lives!"

"I am sick of hearing the 'innocent lives' speech!" Trask yelled. "Take him away now! I am tired of listening to his ramblings!"

The two guards dragged Fury off and threw him into a cell. They slammed the door shut and locked it. Fury kicked the wall angrily and sat down in the dirty cell. 'Damn it all!' he thought. 'Now they have no warning! I just hope Logan is still living with them. He would stand a chance against the Sentinels better than anybody……..'

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Author's Note: I know the chapter was short, but it was not meant to be long since it was pretty much about Trask's new plans and Fury trying to warn Xavier, but unfortunately failed. Well we know what's going on with SHIELD, but Mystique and Sorceress Anya is still on the lose! With Bastion and the Sentinels as the new enemy, does the X-Men even stand a chance? Plus there's going to be a new enemy thrown in, but you'll find out who it is later! Oh and one more thing! I dunno much about Bastion, I only know what I saw in the X-Men: Next Dimension game and I read a bio on him on the net, plus this story is an AU so if I messed up anything with him, just remember that in mind! Teehee


	2. Two Months Later

Chapter II: Two Months Later

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Two months had passed now. Not a long time, but the X-Men welcomed any free time they got. They were still exhausted from everything that had happened. Their fight to escape the dimensions and the race against time to save humanity had worn them out. Everyone had finally got used to John, Wanda, and Pietro being there. In Danger Room sessions they proved to be a good team by watching each others backs. Everyone was relieved. They were afraid that the three would rather save their own lives.

Rogue and Remy finally found out what their baby would be. She would be a girl so they named her Bekka Marie LeBeau. Rogue was looking forward to her baby being born. She could not wait to see how beautiful she would be. Remy was looking forward to it because Rogue's mood swings were terrifying. Since she had Magneto's powers, she would often toss anything that was made of metal at Remy whenever he made her mad.

So far Logan and Ororo were going no where. Logan had been acting very odd. It seemed that being in a relationship with a woman………scared him. He surprised her just a week ago when he told her that he would be going to Japan to get his head together. He said he had no idea when he would be back though. She hoped it would be soon. She did not know why he was going to Japan, but she had a feeling that something in his past happened there.

Kurt and Kitty had not gotten married yet. They agreed to wait until Mystique and Anya was out of the picture first, plus they were still very young and still had some time. Mystique was Kurt's mother. He did not want to feel this way, but he knew that she had to be stopped. Even by his own hands if it came down to it. Kitty still felt bad about going after her to kill her, but they decided not to talk about it ever again. They just agreed that if they had to kill her, it would be because she was trying to kill them or their friends.

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It was an early Saturday morning. No one had school and there were no Danger Room sessions scheduled. Scott and Logan were in charge of the Danger Room and since Logan was gone, that meant less sessions. This made the students _very _happy.

Kurt, Kitty, Rogue, Remy, Wanda, and Pietro stood around in the kitchen eating breakfast. They were the last ones to eat. They always waited until everyone else was gone before coming down to eat. A mansion with almost a hundred students at breakfast sometimes got very crazy.

"Like, what should we do today?" Kitty asked biting into a biscuit.

"How about nothing'," Rogue said looking sick. She grabbed her stomach and ran out of the room.

"Poor Rogue," Kurt said. "Being pregnant looks hard." He suddenly had mental images of Kitty being very cranky and sick if she was pregnant.

"Kurt, are we gonna have kids when we're married?" Kitty asked.

"S-Sure, mein liebe," he said quickly biting into an omelet.

"This is boring," Pietro said. "Let's go watch a movie or something."

"Okay," Kitty said.

They all made their way out of the kitchen and into the living room. Luckily no one was in there. Everyone was either outside or in their rooms.

"What should we watch?" Wanda asked. She finally let go of some of her anger and was now acting social.

"A horror movie," Remy said.

"No way!" Kitty argued. "I don't like horror movies."

"Come on!" Remy said. "Halloween is in a couple weeks! We gotta watch somethin' scary."

"That sounds like a good idea," Pietro said picking the most gruesome horror movie he could find.

Rogue finally walked into the room after getting over her morning sickness. But as she walked in, the movie they were watching was displaying severed heads and other body parts just lying around. She gagged and put her hand over her mouth.

"Oops," Remy said as he watched his wife run out of the room again.

"Told you!" Kitty said with her eyes covered.

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In an apartment in down town New York,

Mystique had rented an apartment to hide in. Whenever she was out in public, she had disguised herself as a woman with blue eyes and long black hair, but when she was in her room, she looked like her real self. She looked out her window and glared at all the people she saw walking around. 'They should all be dead,' she thought bitterly. 'I was so close. If Phoenix had not interfered………' She stepped away from her window and sat down in a chair. 'I wish I had not killed Jean Grey now. Otherwise she would still be just Jean Grey and not Phoenix. Whatever happened to that sorceress mutant?'

"_**You mean me?" **_

A woman appeared in the room that Mystique recognized. "Anya," she sneered. "You're the one that attacked my son!"

"Vhy should you care?" Anya asked walking over to her dressing table. "You don't even have pictures of him."

"You must be German," Mystique said. "I lived their once. That's where I gave birth to Kurt."

"Ja," Anya nodded. "I am German. I don't vant to be. I don't vant to be from anyvhere. I do not vish to be of zis vorld."

"Why are you here?" Mystique finally asked.

"No reason," Anya answered. "I just vanted to see ze mother of ze one I killed."

"What!" Mystique gasped standing up. "Kurt is dead!"

"Nein," Anya shook her head and smiled. "I did kill him in ze past, but thanks to ze mutant you captured, he made a time traveling device zat sent ze X-Men to ze past. You also killed ze humans. But since Forge's machine was a success, zey vere able to go into ze past and save Kurt Vagner and ze humans." She smiled even more wickedly. "You too died."

"What?" Mystique asked.

"Keety Pryde killed you to avenge you son," Anya continued. "I died as well. It eez funny. Almost all of us died and now here ve are!" She started laughing. "Eet feels so veird to have zese thoughts, ja?"

"What is the point in telling me all this?" Mystique crossed her arms over her chest.

"Just a fair varning mein rival," Anya answered simply. "Ve both are after ze same thing. I just vanted to tell you to not underestimate ze X-Men. Guten tag, frulein Mystique."

Mystique stared at the spot where Anya was standing. "Rival huh?" she said. "I'll stop you. I will be the one to destroy humanity and the X-Men. Not you."

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Author's Note: Sorry for another short chapter. Things are just getting set into motion so it will get longer I promise!

Thanks:

Prex: Danke!

Mandie: Sorry for the cliffy. Here's more!


	3. Fall Anya, Rise Dark Phoenix

Author's Note: Hehehe I was listening to "Valley of Mist" and "Aura" from the .hack/SIGN OST and that helped me a bunch with this chapter.

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Chapter III: Fall Anya, Rise Dark Phoenix

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Jean was sitting in the living room reading a book on physics when Bobby, Pietro, and John entered the room. She did not look up from her book. She continued reading as they turned on the PlayStation 2 and the TV. Bobby and Pietro grabbed their controllers and John watched.

Jean kept flipping through her book when she noticed sounds of people screaming. She looked up from her book and saw that they were playing a game where they were attacking each other. It was a fighting game. There was blood and screams of pain coming from the computer generated characters.

"Yes!" Bobby yelled as one character fell to the ground dead.

'Death…….." she thought. "Pain………killing………"

'_Things I have been longing for._'

'Yes,' Jean nodded.

"You…….you play to kill?" she finally asked the three boys.

"Yup," John said. "Bobby just totally murdered Pietro!"

"Shut up!" Pietro sneered. "He just got lucky!"

"Yeah, yeah," Bobby said. "Step aside. John's turn."

Jean looked at the TV screen again where the character lay in a pool of blood and the word "Defeated" hovered over it. There was a red gleam in her eyes, but no one noticed.

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Anya walked up to the gates of the Xavier Institute. She held out her hand and the gates flew off to the sides. "It's time," she said.

"Something's wrong!" Jean gasped standing up.

"W-what?" Bobby asked.

Jean said nothing and ran out of the room. Bobby, Pietro, and John ran out to follow her.

"Wait, Pietro, you go find the professor since you're the fastest," Bobby said.

"Right," Pietro nodded running upstairs.

Jean was outside with Bobby and John behind her. Anya stood there looking at them. She was wearing a long black dress and her long black hair whipped in the wind.

"Did you miss me, Phoenix?" she asked slyly showing her fangs.

"Anya, what are you doing here?" Jean demanded.

Just then Kurt teleported outside and Gambit, Cyclops, Shadowcat, and Scarlet Witch running outside.

"Ahh Nightcrawler," Anya smirked. "And his friends." She smiled even more wickedly. (1) "_Ich werde Sie in eine Dimension beyound Ihre Traume schicken!"_

She held out her hands. Everything around them vanished. It was just her, Jean, Scott, Kurt, Kitty, Bobby, Pietro, Wanda, and Remy. Everything was multi-colored around them. Anya looked at all them, her eyes were glowing red.

"Ze hell you vill!" Kurt spat teleporting up to her.

Anya held out her hand and sent him flying backwards onto the ground. Pietro ran behind her and grabbed her from behind.

"Cyke! Now!" he yelled.

Scott shot an optic beam at her. Anya smiled and grabbed Pietro making him shield her. Wanda held out her hand and made to optic beam go into a different direction. Pietro freed himself from her grasp and ran back to the others. Bobby created an ice shield around himself and shot beams of ice at her. Her body was incased in ice, but only for a second. The ice around her melted and she smiled at him. Gambit pulled out several cards and charged them.

"Gimme a hand wit dis one," he said quietly to Jean. She nodded. He threw the cards Anya and Jean used her telekinetic powers to make the impact harder. Anya fell to the ground.

"You'll pay for that one, Cajun!" he spat. She held out her hands and lifted him in the air.

"I can't move!" he gasped.

Anya looked over at Kitty and threw Remy at her. Kitty let Remy phase through her and Jean stopped him from hitting the ground.

"That's it," Jean said. She was angry. Very angry. She did not like the way Anya was playing with them. She held out her hands and slammed Anya into the ground. Anya gasped in pain and looked up at Jean.

"Leave us!" Jean said in a dangerous growl advancing towards Anya. Anya quickly got up and held out her hands. She tried to send a shockwave at Jean, but Jean simply blocked it. "How much pain must you inflect on us?" She sent Anya flying into a tree.

Everyone gasped when they saw that they were back in the yard of the institute.

Anya slid on the ground and started coughing. Jean's eyes were glowing red now and she was smiling viciously. She held her hand up high and made the tree break in half. Anya screamed as the tree fell on top of her.

Everyone stared wide eyed. Jean _never _try to kill anyone. Sure she deserved it, but it was still so weird. Scott ran up to Anya's crushed body and put his fingers on her neck.

"She is dead," he said.

Jean started laughing. She flew up into the air holding her hands out. "The power!" she laughed. "The power to take the life from someone. I have never experienced something such as this."

"J-Jean?" Scott stared at her.

"Jean is no longer here!" she smiled. "Only Dark Phoenix exists!"

"Jean dis be no time t' joke!" Remy gasped.

"Who said that I am joking?" she looked at Remy.

"Jean, please!" Scott said desperately. "Don't do this! Anya is gone now! Why are you acting this way?"

"Pathetic human emotions," Jean sneered. "It is so useless. The only thing that matters is power!"

"Jean!" Kurt said.

"Enough!" Jean yelled. "I told you before! Jean is not here anymore! Only I, Dark Phoenix, am!" She laughed again and flew away.

"Jean! NO!" Scott yelled.

But she was gone. Jean Grey-Summers was gone. This Dark Phoenix had taken over her.

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Author's Note: Sorry for _another_ short chapter!

(1) German translation: "I will send you into a dimension beyond your dreams!" Thank you very much, Laurie, for helping me with that!

Thanks:

Prexistence: I hope ya liked this chapter.


	4. Burning Desire

Chapter IV: Burning Desire

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Scott fell to his knees and buried his face in his hands. He could not believe what had happened. His wife had suddenly turned evil? Why would she suddenly just go evil? What happened to her? 'Maybe I should see the professor,' he thought. He got up and looked at his fellow X-Men.

"Let's go see the professor," he said. "Maybe he can help us."

"Scott, are you okay?" Ororo asked.

"No," he sighed. "I'm worried about Jean."

Remy frowned and walked back into the mansion. He walked up the stairs and to his and Rogue's room. There he found her sitting on the edge of their bed crying.

"Oh Remy," she sighed. "Ah saw everythin'."

He sat down beside her and wrapped his arms around her. She leaned her face against his chest and continued sobbing.

"When is this all gonna end?" she asked. "Anya's gone, but now we have a new enemy? And that enemy is Jean? Ah can't believe it. What happened to her?"

"I don't know, chere," he answered. "Scott be goin' t' de prof now t' see if he know anything."

"Ah'm scared, Remy," she said shaking. "Ah'm worried about losin' anyone else. Ah almost lost mah brother, Jean's gone, Ah fear for you and the baby."

"I ain't gonna let anything happen t' y' or de baby," he said looking her straight in the eyes. "Trust Gambit on dis."

She smiled weakly and pulled him into a kiss.

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Scott, Ororo, and Hank stood in Xavier's office as Scott told him everything that had happened.

"I feared this would happen," Xavier sighed leaning his chin on his hands.

"What do you mean?" Ororo asked.

"When I saw Jean after she came back as Phoenix," he began. "I sensed a dark presence in her. It was very weak and I did not know exactly what it was. I did not say anything to her because I did not want her to worry for fear that it might draw out this dark being."

"You should have still told us!" Scott's voice was shaky and angry. "What's going to happen to Jean now! Is she gone forever!"

"I do not know," Xavier frowned. "I am sorry."

"I'm going to look for her," Scott said leaving the room.

"No, Scott! It's too dangerous!" Xavier called, but Scott kept going. "Storm, Beast, will you two please go with him?"

"Yes," Ororo answered and she and Hank left the room.

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Dark Phoenix stood on top of the Empire State Building in New York City. She stared down at all the people below.

"It is time to quench my thirst for power," she said. She flew down off the building and held her hands out. Fire engulfed everything in her path. People, cars, buildings, everything. People were screaming and she was laughing. She flew down the streets setting anything she saw on fire.

Mystique stared out the window of her apartment when she heard screaming and alarms blaring. Her mouth dropped in disbelief as she stared out Jean Grey killing people and destroying things. She then smiled to herself.

'This would be the perfect time to free the others,' she thought. 'The X-Men will surely come out to stop her which will leave them unguarded.'

She made her way to the front door as she morphed herself to look like Jubilee.

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Scott, Ororo, and Hank were driving down the streets of Bayville when Scott's cell phone start ringing.

"Hello?" he said.

"Scott, we have an emergency," Xavier said on the other line. "Jean has been spotted in New York City attacking people."

"Damn," Scott cursed. "Okay we're on our way."

"I'll send you back up," Xavier said.

Xavier held his fingers to his temples. 'Attention. I need Gambit, Nightcrawler, Shadowcat, Scarlet Witch, and Quicksilver to come to my office.'

Xavier sighed. Everything was getting worse. He felt completely helpless. He did not know what to do. A powerful entity was possessing Jean and he did not know how to extract it. It was too powerful for his mind. Dark Phoenix was dangerous. Jean Grey was a victim. But they could not stop Dark Phoenix with out harming Jean. None of them could bring themselves to kill her. There had to be a way to save her.

He shook his head of his thoughts when he heard a knock at his door.

"Come in," he said.

Remy, Kitty, Kurt, Wanda, and Pietro walked into the office.

"You vanted to see us?" Kurt asked.

"Yes," Xavier said. "I need you to prep the Blackbird and go to New York City. Jean has been spotted attacking people there."

"Whoa," Pietro said wide eyed.

"Leave it to us," Kitty said. "We'll take care of it."

"Scott, Hank, and Ororo are already on their way," Xavier said.

Remy nodded. "We'll bring Jeanie back alive," he said. "Be watchin' over mon Rogue."

Xavier nodded. "Be careful."

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Dark Phoenix laughed viciously as she watched the people suffering. "Death, pain, suffering," she laughed. "Emotions that I have to power to cause!"

The sky above turned black as dark rain clouds filled it up. Heavy rain began to pour from the clouds and on to the city.

"What!" Dark Phoenix snarled.

Storm hovered in the sky above with her hands up. Her eyes were glowing white as she glared down at Dark Phoenix.

"You!" Dark Phoenix glared back. She took to the sky and flew towards Storm. Storm held out her hand and sent a bolt of lightning at Dark Phoenix's chest. She gasped and fell to the ground.

"Ha! That will not stop me!" she said. She got up again. She held out her hand. Storm gasped as she felt herself being pulled towards Dark Phoenix. But then she was let go. She looked down and saw swirls of wind surrounding Dark Phoenix. It was not her wind. Then she realized it must have been Quicksilver running circles around her.

Dark Phoenix growled in anger and held out her hands.

"Ahh!" Pietro screamed as he got slammed into a building.

Wanda glared at Dark Phoenix for that. She held out his hands and a blue field surrounded Dark Phoenix. She raised her hands and then threw them out to the side which caused Dark Phoenix to meet a building like Pietro did.

"Stop! Do not harm her too much!"

Wanda turned around and saw Hank and Scott running towards her.

"She is not herself," Hank continued.

"I know that," Wanda said. "But she almost killed my brother. We cannot let her kill anyone!"

Scott sighed and nodded slowly. There was puff of blue smoke as Kurt, Kitty, and Remy appeared.

Dark Phoenix got back up and looked at the X-Men that stood before her. "You think you can stop me?" she laughed.

"Yes," Scott said stepping forward. "Because we want Jean back. I want my wife back."

Dark Phoenix grabbed her head and gasped. She fell to her knees and looked up at Scott.

"Scott?" she said. "K-Kill me. I-I cannot control her!"

She let out a scream. There was silence for just a few moments until she started laughing again.

"Can't let that happen again," she smirked. "You heard her though. You will never get Jean back so it's either kill me or let me go so I can continue taking lives from these pathetic people."

She held out her hands and sent a telekinetic blast at them. They all screamed as they fell to the ground hard. Kurt was the first to get back up.

"Beast!" he called. He grabbed Hank's arms and he ported them over to Dark Phoenix. Hank grabbed Dark Phoenix tightly. She laughed and closed her eyes. Hank's grip loosened and he was thrown into Kurt.

"Kurt!" Kitty gasped. She ran towards the two unconscious mutants. Dark Phoenix sent waves of fire at Kitty, but she simply phased through all of them. Gambit charged a few cards while Dark Phoenix was busy with Kitty. He threw them at her feat and she was thrown backwards.

Storm stayed in the sky as she continued putting out the fires. Scott ran to Jean's side and knelt down beside her. Her eyes snapped open and she smiled at Scott.

"Jean?" he asked.

She held out her hands and engulfed him in fire. Ororo gasped and she made it rain harder on Scott. Dark Phoenix laughed and she flew up into the sky.

"We will continue this later," she said flying off.

Ororo ran to Scott. He was unconscious and badly burned.

"He's alive," she said.

"So is Kurt and Hank," Kitty replied. "They're injured though."

"Remy, Pietro, help us get them back to the Blackbird," Ororo said.

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Mystique approached the gates of the institute. She put her hand on the identification plate.

"**Identity Confirmed: Welcome Jubilation Lee**," the computer voice said and the gates opened.

She walked into the mansion and looked around.

'I wonder where they're holding those idiots,' she thought. 'Maybe that furry freak's lab.'

She nodded and made her way into the mansion. She had no idea where she was going, but she knew she had nothing to worry about. The fight with Dark Phoenix would take a while and Xavier would never be able to detect her because her mind was too strong for him. Her eyes widened when she saw Pyro.

'Damn traitor,' she thought. 'I have to resist the urge to kill him. Maybe I'll ask him where the others are.'

"Hey, John," she said.

"Yeah?" he asked.

"Wanna come with me to laugh at the Brotherhood's face?" she asked.

"Sure!" he grinned. "Sounds fun!"

He led the way and she followed. She smirked to herself. The moment that she freed the Brotherhood, Pyro would be the first traitor to go.

"I hear Xavier's trying to get the government to take them," John said. "They're working on cells to hold them so that they cannot use their mutant powers. Toad wouldn't be too hard to hold." He laughed and looked at 'Jubilee'. "That little worm is too stupid to try to bust outta jail. Lance and Sabretooth……eh…….that's a different question. Ya gotta remember, I used to work with these guys."

"Yeah I know," she said.

They stopped in front of Hank's lab. John opened the door and they walked inside. John walked over to a wall and pressed a button. The wall lifted up revealing a small chamber. Inside were cylinder shaped cells that contained Toad, Sabretooth, and Avalanche. They were in a blue liquid that kept them alive, but unconscious.

"They look so pathetic!" John laughed.

'Jubilee' looked at a plate on the wall. It had to be the identification plate. She smirked to herself and walked over to it.

"Whatcha doin'?" John asked.

Mystique morphed her hand into Hank's and pressed it against the plate. The liquid started draining and the three remaining Brotherhood members started waking.

"Damn!" John cursed. "Mystique!"

"That's right, fool," Mystique smirked.

John reached into his pocket and pulled out a lighter. He lit it and held his hand up. A wall of fire surrounded her. She transformed into a bird and flew out of it. She flew onto a table and morphed back into her regular form.

"Where are we?" Lance asked. He clinched his fist and the cylinders cells broke. The three were weak, but when they saw Mystique and Pyro fighting, they too were ready to finish the traitor.

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Author's Note: Sorry for the cliffhanger! You'll have to find out in chapter five if Pyro lives or dies.

Thanks:

NightcrawlersPryde: Thank you very much! 

Night: I'm glad you like the baby's name. My friend is the one who suggested it.

Prexistence: I know! Killing Kurt and throwing Remy is just wrong!


	5. Deaths

Chapter V: Deaths

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Pietro, Piotr, Remy, and Bobby helped get Scott, Hank, and Kurt into the med lab, but what they found there was shocking. The whole place was in shambles. It looked like a major fight had taken place in it.

Ororo's mouth dropped when she caught up with the men. She looked around the room and then at the others.

"I shall go check on the professor," she said running out of the room.

Remy walked into the lab and started moving the debris around. His eyes widened. He moved a table and found Toad under it. The corner of the cable was imbedded in his chest. He was dead.

"Oh my gosh," Kitty gasped putting her hands over her mouth.

"Petite, y' don't need t' see dis," Remy said. "Go check on Rogue for moi. Kurt will be fine. He just got a bump on de head."

"Okay," Kitty nodded leaving the area.

"Who did this?" Bobby said also sorting the debris.

"De Brotherhood obviously," Remy answered. "Look. Dere cells be destroyed. But why dey attack dis room?"

"John!" Wanda gasped. She raised her hands throwing aside some trays and chunks of the wall off the pyromaniac. She knelt down in front of him and felt for his pulse. "He's alive."

"Dat good," Remy said. "Least one of de Brotherhood hommes be gone."

Hank started moaning as he began to awake. He rubbed his head and opened his eyes. "Oh my," he said. "What happened here?"

"Brotherhood," Pietro answered. "They escaped. Well except Toad. He's dead."

"My Lord!" Hank gasped. "I have to work on Scott right away! Please help me clear off a table."

Xavier and Ororo entered the room at that time. They both had looks of concern on their faces. Especially Xavier. Ororo had told him that they failed to stop Dark Phoenix and about the Brotherhood attack.

"Professor! You are okay!" Piotr said.

"Yes," Xavier said solemnly. "Mystique sneaked into my room and knocked me out. I did not know she was coming. Her mental block is so powerful."

Bobby, Remy, and Pietro helped clear the table and Piotr put Scott on it. Hank asked everyone to leave so he could get started on helping him and John. He instructed Piotr to take Kurt to his room because he was not badly injured. Only unconscious.

Everyone stood outside in the hall and looked at Xavier. He let out a sigh before speaking again, "X-Men, I do not know what we are going to do. The Brotherhood is lose again, Dark Phoenix is still out there…..we are very lucky none of us got killed. However, all those humans in New York……." He closed his eyes and sighed again.

"Why not go t' Forge?" Remy suggested. "He have dat time machine. Maybe he can take us back before Jeanie got possessed."

"That's, like, a good idea," Kitty said walking up to them. Rogue ran to Remy and threw her arms around him.

"Remy! Yer okay!" she said smiling.

"I told y' I'd be okay," he said holding her close to him.

"Where's Kurt?" Kitty asked.

"Tin Man took him to his room," Pietro said.

"Well I'm gonna go see him," Kitty said walking off. "See ya!"

"Back to Remy's suggestion," Ororo said. "I think that might be a good idea."

"Okay, how about Ororo, Remy, and Rogue goes to his house and ask for his help," Xavier said.

"Sure thing," Rogue said.

"Leave it to us," Ororo added.

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Hank had gotten Scott bandaged up and checked on. He would live and recover, but he would not be able to help in the fight for a long time. John finally woke up. He was fine and only suffered a major headache from having stuff thrown on top of his head. He also revealed that Lance was the cause of the mess and Toad's dead. He caused such a tremor that the table tipped over and the corner got him in the chest. Piotr got Toad's dead body out of the mansion and burned his body.

Kitty sat in Kurt's room waiting for him to wake up. She found herself being very patient. She was just so glad that he did not suffer any major injuries and that he would wake soon. She looked at his face. He looked so peaceful when he was asleep. Obviously he was not having any nightmares. She could always tell when he was. He often had nightmares about his life in Germany when the villagers called him a demon and tried to kill him. But he found life much happier when he met Kitty and joined the X-Men. Even though their lives were always being threatened, he was just happy to be with Kitty.

Finally his eyes opened. He stared up at the ceiling for a moment before looking over at Kitty.

"Keety, vas happened?" he asked. "Vhat happened vith Jean?"

"Jean escaped," she answered. "The Brotherhood has escaped. Mystique broke in and freed them. Toad is dead."

"Mein Gott," he sighed sitting up. "Did anyone else get hurt or killed?"

"Scott got hurt," she answered. "Dunno how he's doing though. Hank was working on him and John when I left."

"John got hurt too?" he asked.

"Yeah, but I think it's, like, pretty much just a bump on the head," she said.

He wrapped his arms around Kitty and sighed. "I'm just glad you're okay," he said.

"I'm glad you okay too," she replied burying her head in his chest. "I'll be glad when all this hell is over for good. I hate to say something like this, but with Toad dead, that lessens the threat against us."

"Ja," he answered.

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Forge's House,

Ororo, Remy, and Rogue walked up to Forge's front door to his house only to find it opened. Ororo raised an eyebrow and slowly walked up to the door. Forge was not the kind to just leave his house open with all his inventions for anyone to just walk in.

"Be cautious," she said looking at Rogue and Remy. "Something is not right."

The young couple nodded and followed Ororo into the house.

"Forge! Are you home?" Ororo called out.

"Let's check the basement," Rogue suggested. "That's where he kept that machine."

"Good idea," Ororo said.

The three made there way into the basement. So far everything looked normal. Nothing was destroyed or messed up. But something was definitely amiss. Ororo opened the door to the basement and flipped the light switch on. Rogue let out a scream when she saw Sabretooth's body covered in blood. He was dead.

"Oh mah gosh!" Rogue said horrified. "Even Logan was never able ta kill 'im!"

"It had to have been Forge," Ororo said. "He must have had a weapon powerful enough to kill him."

They stepped over the body and followed the trail of blood down the flight of stairs. So far that was two members of the Brotherhood gone. Mystique's team was diminishing quickly. Ororo knew Logan would be shocked to learn his sworn enemy was finally dead. But would he come back now?

"Oh no!" Rogue gasped.

Ororo shook her head of her thoughts and looked before her. Forge's time machine was destroyed and his body lay in front of it. He had claw marks on his neck and a pool of blood covered him.

"No!" Ororo said running to him. She put her ear against his chest. "Dammit! He's dead!"

"Merde!" Remy cursed. "Dis pisses moi off! How we gonna save de humans now!"

"We can't," Rogue said tears streaming down her cheeks. "Forge was the only one who could help us access the past. They're dead and can never come back. Now he's dead……." She buried her face in her hands and sobbed miserably. "How many more is gonna die! How many more is that bitch Mystique gonna kill! And how can we stop Dark Phoenix without Jean dyin'! How many more must suffer and die!" She fell to her knees and continued sobbing. Remy knelt in front of her and held her close.

Ororo sighed and knelt in front of the two. She could not bear to look at Forge's dead body any longer. "Let us leave this place," she said. "We must report to Xavier."

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Prexistence: LOL


	6. Logan's Return and Test Run

Chapter VI: Logan's Return and Test Run

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The end of everything….it sure as hell felt like that to Ororo. She sighed as she watered her precious flowers. Instead of using her powers like she usually did to water them, she just used a regular watering can. Like normal people did. She took a glance out the window. The newer students was playing ball outside in the yard. She wandered if that was a good idea for them to be outside by themselves.

The two new students who had relatives that lived in the mansion and decided to live there too since they were also mutants. Sam Gurthie's sister, Paige moved from Kentucky to be with her brother. Her powers were very complicated and hard to figure out. She could shed her skin to reveal another form, but she needed help from Xavier as far as how to use it. Alex Masters-Summers moved from Hawaii, where he lived with his adopted parents, to get help with his powers. His powers were like Scott's, but he could shoot from his hands instead of his eyes. Alex was devastated when he found out his brother was injured, but he knew Scott would pull out of it, so he decided to kick back and hang out with Paige.

She held her hand above the watering can and made a cloud of rain pour water into it. She made her way out of her attic and walked down the halls. A smile formed on her face as she say Roberto being chased by Rhane in her wolf form. He was holding what looked like a candy bar. He must have snatched it from her. That was one thing you never do to a woman, steal her candy! She walked down the stair case and into the foyer. Bobby and Jubilee walked by hand in hand. She frowned a little. There were so many couples in the mansion, but the one man she wanted, seamed to not want her back. She sighed and walked out the door and around to the back to the garden.

She kneeled in front of her flowers and began carefully watering them. She had many colors of roses, bright yellow dandelions, and purple irises. She loved flowers. Flowers were the one thing she felt like she could take care of without them dying. The only times she had flowers die on her was when the seasons changed. She wished she could take care of the students at the institute and prevent them from dying.

"You love them flowers huh?" came a gruff voice behind.

Ororo dropped her watering can and quickly got up to look at the man behind her. "Logan, you're back."

He crossed his arms over his chest and put out the cigar he was smoking. "Had to," he answered. "I saw the news. Even in Japan they reported what happened in New York. So who all is dead?"

"Toad, Forge, and," she hesitated and looked him straight in the eyes, "Sabretooth."

"Sabretooth!" his eyes widened. "Who the hell killed _him_!"

"Forge," she answered. "A strange weapon laid cut in two beside his dead body. Sabretooth must have destroyed the weapon and slashed Forge's throat before he died."

"Damn," Logan breathed looking down on the ground. "Well at least I want hafta worry 'bout that asshole."

"Logan….I…." Ororo began. She looked away and sighed. "Never mind."

"What?" he asked. "Tell me."

"Forget it," she said beginning to walk away. "You'd never understand…."

"How can I if you don't tell me?" he asked wrapping his fingers around her slender arms to keep her from walking away.

"Why did you really leave?" she asked.

"To say goodbye forever to Yuriko," he answered.

"Is Yuriko….your girlfriend?" she asked looking hurt.

"Was," he said. "A long time ago. I went to visit her grave. I told her that I've finally moved on and that I'm in love….with someone else."

She looked him straight in the eyes before speaking again. "Who is this person?"

"You, Ororo," he answered.

"M-Me?" she stammered.

"Yeah," he nodded.

"Ewwwwww! They're gonna kiss!"

Logan and Ororo jumped at the sudden voices.

"Sam, you gave us away!"

"Jamie, Sam, come out of those bushes," Logan growled.

Jamie and Sam crawled out of the bushes with a guilt look painted all over their faces.

"Danger Room sessions everyday for two weeks for you two," Logan said.

"Aww man!" Jamie whined.

"Told ya it would be a bad idea!" Sam sighed hitting Jamie upside the head.

Ororo laughed and picked up her watering can. "See you later, Logan."

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SHIELD headquarters,

Nick sighed as he leaned against the hard, stone walls of his cell. He had been imprisoned for two months now. He did not know how much longer he could take it before going crazy. He brought his head up when he heard footsteps approaching.

"What do you want, Trask?" Nick growled.

"To tell you that the launch of the Sentinels is tonight," Task answered. "Your mutie friends will be dead by tomorrow."

"Bastard," Nick mumbled.

Trask laughed and waved his curse off. "I'll let you know how it goes," he said. "See you."

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Remy sat on the rooftop of the mansion by himself smoking a cigarette. Rogue hated when he smoked so he always just sat on the roof by himself to enjoy one. She tried getting him to quit on many occasions, but he would not listen.

"Mon Dieu," he whispered. "What be dat?"

He stood up and stared ahead of him. He saw what looked like a set of red eyes approaching from a few miles away.

"Dis can't be good," he said putting out his cigarette and climbing off the roof.

He ran back inside the mansion and to Xavier's office. "Professor!" he yelled pounding on the door. "Dere be strange things comin'!"

"Remy, calm down!" Xavier said startled by Remy's outburst. "You may enter."

Remy ran into the room and stopped for a moment to catch his breath. "Red eyes!" he said. "Red eyes comin' dis way!"

Suddenly the mansion began shaking and an explosion was heard. Remy and Xavier heard screaming and panicked voices.

"Merde! Dey be here!" Remy cursed. He ran out of the room with one thing on his mind: Rogue.

The Sentinel. A large robotic creation had burst through the front door. Sam, Jubilee, Roberto, and Amara laid on the floor unconscious. John, Pietro, and Wanda were frantically using their powers against the Sentinel, but it had a high defense system. John's fire was useless, Wanda's powers were not doing much, and all Pietro could do was try to move the injured.

Ororo, Logan, Kurt, and Kitty ran into the foyer when they heard the racket. They stared in horror at the colossal machine that stood before them.

"We must get it outside before it destroys the mansion," Storm said. Her eyes turned white and she held out her hand. A bolt of lightning fell from the heavens and hit the Sentinel's shoulder. It staggered back a little giving her enough room to fly past it and outside.

"Storm, no!" Logan called.

It was too late. She had already taken to the air and flew past the Sentinel and back outside. The Sentinel turned around to face her. A small hatch opened in the chest area and a beam of energy shot out. Ororo flew up higher barely missing the beam. Logan, Kurt, Kitty, Wanda, and John ran outside to join the battle.

Rogue opened her window and climbed up on the seal.

"No!" Remy shouted behind. "Y' can't!"

"They need mah help, Remy!" she shot back.

"Non, we can handle it jus' fine!" he replied. "I don't want y' t' get hurt!"

"Remy, that thing looks lahke it's made of metal," she pointed out. "Ah can turn that thing into a tin can!"

He sighed and slumped his shoulders in defeat. "Be careful," he said.

She nodded and flew out the window. He sighed and ran back downstairs to help in the battle.

Alex and Paige decided they would help to even though it was their first day in the mansion. Rogue stayed in the air and held out her hands. The left arm of the Sentinel began bending a little. It was so strong it was hard for Rogue to use her powers of magnetism against it. Remy tried to concentrate on fighting, but it was hard when his wife was fighting so hard. Logan stood at the feet of the Sentinel trying to slash through it with his claws. The Sentinel held out its right hand and shot Pyro. He cried out in pain as he was sent flying backwards ten feet.

"Kurt, get him out of here!" Kitty suggested.

Kurt nodded and teleported to John's unconscious body. He put his hand on his shoulder and teleported him back inside the mansion. Wanda held out her hands and covered the Sentinel's hand with blue energy. Storm held her hand up and threw it down sending a strong bolt of lightning at the hand. Remy charged a card and threw it at the weakened hand, it exploded and fell to the ground.

Alex held out his hands sending optic blasts at it. The Sentinel turned its attention on him. A hole in the chest opened.

"Alex, move!" Paige yelled.

Alex did not hear her and received the blast. The blast was stronger than the one John suffered. Much stronger for it pierced straight through his heart killing him instantly.

"Dammit!" Logan growled.

"No!" Kitty screamed running towards Paige, but it was too late. She too received a blast from the Sentinel and got killed.

"Someone take out the damn chest!" Logan yelled.

Rogue smirked and held out her hand. The hatch on the chest twisted and blocked the opening. The Sentinel was not programmed to know any better. When it tried to shoot her, the beam caused it to explode.

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Two died that night…..it really was starting to be the end of everything….

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Author's Note: This chapter was dedicated to Laurie!


	7. Operation: Bastion

-1Chapter VII: Operation: Bastion.

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SHIELD headquarters were very restless the past few days. They only killed two mutants during their test run, but their Sentinels were destroyed in the process. There was also more and more reports on the bird like mutant that was flying around destroying towns and cities. Nick Fury was still being held prisoner. He wanted nothing more than his freedom so that he could warn the X-Men on Trask's insanity.

Trask sat in his office looking at the Sentinels' test results over and over again. He jumped slightly when a young soldier came running into his office looking very pale.

"What is the meaning of this!" Trask growled.

"Sir, that mutant, the one everyone is talking about, is currently in London," the soldier answered.

"Do we have any Sentinels left?" Trask asked.

"We have one, sir," the soldier said. "And we have Bastion…."

"Bastion is not one-hundred percent completed," Trask sighed rubbing his chin as he thought. "We have no choice…..launch Operation: Bastion!"

"Yes, sir!" the soldier saluted before leaving the room.

"Damn mutant….." Trask looked at the map he had on his wall behind his desk. He sat up and put a red pin on London's location. "Fifth attack so far. This time its going down……"

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Dark Phoenix stood on top of the clock tower, Big Ben watching the people below. She enjoyed looking at the people she was about to kill. '_Three o'clock…._' she thought as she looked at the clock. '_Time to die, London_!' She flew down with he hands out. She burned everything that was in her path as she usually did. But something was different this time. As she was flying, she suddenly felt something slash at her arm. Dark Phoenix growled and turned to look at her attacker. A young woman stood there with long purple hair. In her hand was a physic knife that she used to slash Dark Phoenix's arm.

"Who dares oppose the Phoenix!" she growled.

"The name's Elizabeth Braddock," she answered. "Some call me Betsy or Psylocke though."

"I do not give a damn what your nicknames are!" Dark Phoenix growled.

"Shame," Betsy shook her head. "Because this is your only chance to learn them."

Betsy ran towards Dark Phoenix with her knife ready. Dark Phoenix held her hand out shooting flames at the British mutant. Betsy jumped out of harm's way with amazing speed.

"One more fact about me, love," Betsy smirked. "I'm also a ninja and you better leave my town or I will kick your ass."

Dark Phoenix scoffed at Betsy's confidence. All she saw was a telepathic mutant who could create a physic blade and have martial art abilities. She raised her hand to attack again until a Sentinel dropped from the sky along with a cyborg. He had blue eyes, white hair, and wore a purple leather jump suit. He had his arms crossed over his chest as he looked at the two mutants fighting.

"Mutant life signs detected," the cyborg said.

"Who the freakin' hell are you?" Betsy asked.

"I am called Bastion," he answered. "I was created for once purpose and that is to rid this world of mutants."

"Bloody hell!" Betsy spat. '_Damn I'm in a pickle now! I got this Phoenix bitch and this Bastion git on my ass now._'

She closed her eyes trying to figure out what to do next. It seemed pretty hopeless though. She was standing in between Bastion, and Sentinel, and Dark Phoenix now. She screamed as she felt herself being lifted into the air. She opened her eyes and saw that she was in a man's arms flying through the air. He was a very handsome man. He had short blonde hair and deep blue eyes. She also noticed he had what looked like angel wings on his back. She was mesmerized as she watched them flap up and down in the wind.

"You okay?" the man asked.

"Are you….an angel?" she asked.

He grinned. "Some call me that," he answered. "My name's Warren Worthington."

"Leave her," Bastion said watching as Angel and Psylocke escaped. "Our orders are to defeat the bird mutant."

"'Bird!'" Dark Phoenix roared. "I am Dark Phoenix!"

"It matters not," Bastion said simply. "For I am about to destroy you once and for all."

He held his hands out and shot a red beam of energy at her. It hit her in the chest before she could react. She hit the hard pavement. The Sentinel took to the air and came back down towards her. She gasped and rolled out of the way. She held out her hand sending a telekinetic blast at the Sentinel, but it had no affect on its heavy body.

"A new era is rising," Bastion said as he strolled forward. "A world without the mutant menace!"

"I do not think so," she smirked.

Her entire body was surrounded in flames. Her eyes were burning bright red and she had a blood thirsty look on her face. She flew into the air and flew straight at the Sentinel's chest. She drove herself through the Sentinel causing it to fall and explode.

"See you around," she waved at Bastion flying off.

"These Sentinels are weak….." he muttered. "SHIELD is weak…..I need…..I need more….power….."

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"Two mutants were detected on Cerebro and there was a Dark Phoenix and Sentinel attack in London," Xavier told Storm, Wolverine, and Beast.

"What happened with the attack?" Ororo asked.

"News reports say that Dark Phoenix fought and destroyed a Sentinel," Xavier explained. "And that there was a man with the Sentinel. The two mutants that I picked up on was also there, but not for long. The mutants' names are Warren Worthington and Elizabeth Braddock. I would like you three to go and find them."

"One more thing, professor," Hank said. "How many died this time?"

"None," Xavier answered. "Miss Braddock fought Dark Phoenix until the Sentinel and that man appeared."

"Is this man a mutant?" Logan asked.

"No," Xavier shook his head. "However eye witnesses say he was shooting energy beams from his hands. But Cerebro did not detect the X gene in him."

"Odd," Hank sighed. "We shall have to find these two mutants and ask them what they know."

"Exactly," Xavier nodded.

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"Thanks again for saving my life," Elizabeth said to Warren as she handed him a cup of tea. She had told him where her apartment was and asked him to stay for tea before her left. He was visiting London on a business trip and just happened to see her in danger.

"You're welcome," he said. "I could not just stand by and let you get killed by those people."

"The Dark Phoenix….." she sighed. "She has been destroying towns for the past several days. No one can stop her it seems."

"Yes….she attacked my town first," he replied.

"Where do you live?" she asked taking another sip of her tea.

"New York," he answered. "My family owns a hotel there. Luckily it was not destroyed in the attack."

"Does anyone know you're a mutant?" she asked.

"No," he shook his head. "I strap my wings down on my back and cover them with my coat. I do not want people to know unless they are in danger."

"I see," she said. "Well, would you like to stay here tonight? It's the least I can do since you saved my life."

"No, I would not want to be any trouble," he said.

"I insist," she pushed. "Besides, what if that Dark Phoenix or that weird man shows up again?"

"Okay, okay," he laughed. "I'll stay."

She smiled and said, "Thanks."

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Two hours had passed. Betsy and Warren had done nothing but talk about their lives, interests, and dreams. The two did not have the luxury of befriending fellow mutants. They knew that there was a lot of evil mutants out there and did not want to be mistaken by the human race for being on their side.

There was a knock on the door which startled the two. Betsy closed her eyes to read the minds of the ones at her door.

"Who are they?" Warren asked.

"Three mutants," she answered. "They're not evil. I read their minds. They wanna recruit us to their group. I'll hear them out."

She got up and opened the door. "Logan, Ororo, and Hank?" she said.

"How did you…." Logan trailed off.

"Telepath, loves," she smirked. "Come in."

Warren looked a little uneasy about Betsy allowing three strangers in, but he did not say anything for he was too a stranger before he saved her.

"Please sit," Betsy said showing them the couch.

"Thank you," Ororo said taking a seat.

"Now, what is this X-Men thing?" Betsy cut straight to the point.

"Wow she's good," Hank said.

"Charles Xavier created an institute for mutants who had recently discovered their powers," Ororo explained. "He also created the X-Men to help humanity in the fight against the evil mutants."

"Like that Phoenix git?" Betsy asked.

"She….she's a friend of ours," Ororo said. "She is being possessed by that Phoenix. We're trying to save her, but at this point, we do not think we have the time to worry about just her since she's killed so many."

"I see," Betsy sighed. "Well then. I will accept your offer."

"Ya will?" Logan asked.

"I have nothing better to do, loves," she smiled. "I wanna use my powers to help people and kick the arses of the evil gits."

"How about you?" Hank asked Angel who had said nothing during the interview.

"Where is this institute?" he asked.

"Bayville," Ororo answered.

"Just outside New York," he nodded. "Well I live in my hotel in New York, but I guess I can take turns with this institute."

"Great, let's go!" Betsy clapped her hands.


	8. Mystique's Final Plan

-1Author's Note: I am so sorry for the long update. I was busy with work, had writer's block, then I got Grandia II and Kingdom Hearts II (awesome games!)

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Chapter VIII: Mystique's Final Plan

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Lance watched as Mystique stood at her window staring out at the damaged city. She had been standing there for the last hour sighing every now and then. He knew what she was thinking. It was just him and her left in the Brotherhood. The others either died or joined their enemy. Now what were they supposed to do with just the two of them?

"Mystique?" he asked nervously trying to break the silence.

"What?" she snarled.

"Umm…have you thought up a plan yet?" he winced as he asked her this. He hoped he was not pissing her off.

"Yes…actually," she answered. She turned to face him. "We are going after SHIELD."

"To get rid of the Sentinel plan?" he inquired.

"No," she shook her head. "We are going to find weapons to defeat the X-Men."

"How do we get in there undetected?" he pressed on. "I'm sure they have mutant detectors!"

"So shake 'em up," she smirked.

He opened his mouth to protest again until he caught on to what she meant. He returned to same kind of sick and evil smirk.

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Betsy and Warren received a tour of the institute from Ororo and Logan. The two knew it would take a long time to remember where everything was, but so far they were loving the place. The two always felt alone in the world because of their mutant powers, but as they walked through the mansion, they saw and met several mutant with unique abilities as well.

"Well this is your room, Betsy," Ororo said at the end of the tour. "And the room across from yours is Warren's."

"Thank you, Miss Munroe," Warren said formally.

Ororo laughed and waved her hand. "Please, just call me Ororo or Storm," she said.

"Okay, Storm!" Betsy said cheerfully.

"Well I must be going now," Ororo said. "Feel free to let any of us know if you need anything."

"Thank you again," Warren said. Ororo just smiled and walked away.

"Well I'm going to go unpack now," Betsy announced. "Be seeing you, love."

"Okay," he nodded making his way to his room.

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Mystique and Lance made their way outside SHIELD headquarters. How she always got information on enemy locations was beyond Lance's knowledge. He figured she must have got the information from Magneto's files after he died. Maybe he knew about SHIELD and never told anyone?

"Okay, Avalanche, cause a tremor strong enough to perhaps knock out their power," she ordered.

He held his hands out towards the building and the ground began to shake. Mystique smirked as she saw sparks flying. Surely their power was out now. She just hoped that their backup generators did no power about their mutant sensors.

"Good," she said. "Now," she morphed herself so that she would look like a guard and slapped handcuffs on Lance's wrist, "I am going to pretend to be a guard and you will be my mutant prisoner. Got it? The power was knocked out because of your resistance."

"Okay," he nodded.

They walked to the building and stopped before two guards posted at the entrance.

"I caught a mutant spy," Mystique reported using a deep, masculine voice.

"Show me your ID card, sir," the guard asked.

"You sure?" she asked returning to her mutant self.

"Dammit!" the second guard shouted pulling out his gun.

Mystique did a high kick into the guard's head knocking him unconscious. She grabbed the gun from the fallen guard and shot to other who was about to attack.

"Pathetic human," she spat. She leaned down and picked up the guard she shot's ID card and morphed herself to look like him.

"We gotta get rid of the bodies," Lance said. "Or else someone might see 'em and know you're in here impersonating."

"Fine," she said. "Help me."

They dragged the bodies and hid them behind some trees in the forest. Hopefully that would be a good enough place for now. After that Mystique put the cuffs back on Lance and made their way inside the building. With the dead guard's card, they now had access inside.

The inside was as dark and gloomy as Lance expected. There was hardly any light due to his power outage and the walls and floors were made of metal. There was guards and soldiers running around in a panic trying to fix the power and to make sure there was no problems with the Sentinels due to the tremor.

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Meanwhile something else was going on while Mystique and Avalanche were inside. Lance's tremor was so strong it broke several gates in several cells, one of them was Nick Fury's. He ran from his cell with only one goal: destroy the Sentinels. He first ran into the weaponry room. He grabbed a couple of guns and a few detonators.

Well armed he now made his way to the Sentinel lab. He knew he would have to kill the guards they had posted to that room, but it was better their lives than the lives of the innocent mutant children that would be murdered.

But what happened next he did not expect. When he arrived at the lab, the guards were already dead and the door had been blasted open.

"What the hell….." he whispered.

He walked inside and saw a man standing before the Sentinels. The man heard Nick coming and turned around to meet him.

"Bastion!" Nick gasped.

"Inferior human," Bastion growled.

Nick glared at the cyborg and aimed his gun at him.

"Your weapons are nothing against my technology," Bastion smirked.

"Yeah, but I don't go down without a fight," Nick replied.

"Fool," Bastion said raising his hand.

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"So what is this weapon we're after?" Lance asked Mystique quietly as they continued walking down the halls.

"It's like an animal collar," she growled. "They wanna part it on mutants because it's made so a mutant cannot use their powers. We're gonna use it against the X-Men. Well the most powerful ones at least because there's only a few."

"Like Kitty," he mumbled. "She won't be able to phase with it on."

"Exactly," she nodded.

A guard was walking down the hall towards them and stopped in front of the two. He was a tall, skinny guard with a look of hatred in his grey eyes as he saw Lance.

"Got a mutie?" he asked.

"Yes," Mystique answered using her male voice. "I'm taking him in for questioning. He is quite powerful so I shall need the collar. Would you mind pointing me in the right direction? I missed the meeting about them and forgot where Trask is keeping them."

"Certainly," he nodded. He pointed is finger straight ahead and looked at her. "Go all the way down this hall," he waved his hand to the left, "turn left and it is in the second room to the right."

"Thank you," she looked at his name badge, "Mister Evans."

"No prob," he nodded. He continued forward and purposely bumped into Lance muttering, "Damn mutie."

"Stupid-ass human," Lance spat back.

"Come on, 'mutie'!" Mystique growled pulling Lance forward. "You trying to get us busted?" she hissed.

"No, but he just pissed me off," Lance growled.

"He'll get his soon enough," she said. "Now let's hurry and get these weapons."

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Author's Note: I'm gonna leave it there. Sorry for the cliffy! What happens to Nick and Bastion? Will Mystique's final plan work? Found out in chapter IX: Mystique's Last Chance.


	9. Mystique's Last Chance

-1Author's Note: I saw X-Men 3. They severally screwed up the story, but oh well. The action was freakin' incredible for once in an X-Men movie. Sorry for the long update. Crazy life of getting sick, having company over, and overtime at work. This chapter is once again dedicated to Laurie.

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Chapter IX: Mystique's Last Chance

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Mystique and Lance approached the gates of the institute. They were holding the collars one in each hand. Mystique sat one down and placed her hand on the identity panel. She made it so it took Rogue's handprint.

"Take whoever you want," she said.

"**Identity confirmed: Welcome, Marie Lebeau**."

"Just kill whoever gets in you way."

He nodded and they both entered. She morphed herself to look like Rogue. He had no disguise, but he did not care. All he cared about was getting revenge on Kitty and Kurt. He knew the best way would to go after her himself.

As they entered the foyer, they were pleased to see no one wandering around.

"I wonder where Rogue's room is," Mystique said.

"Beats me," he answered. "I guess we'll just have to search every room and kill anyone we see."

"I like how you think," she replied with a toothy grin.

They split up. He took the west wing and she took the east. She was only guessing at which room would be Rogue and Remy's. She walked into a hall and stared with the door and the right side. She entered the room only to find it empty. She growled as she realized whose room it was. The room had lighters scattered about. There was only one mutant obsessed with fire: Pyro. But his death would come later since he was absent. She turned and left the room. Then she saw Rogue walking down the hall in front of her. She smirked and slowly followed behind. She had no intention of harming Rogue, but she hoped that Remy would be in the room. The only thing she would do to her is put the collar on her to prevent her from using her powers to interfere. She morphed into Remy and waited a couple minutes outside the room before entering.

Rogue was sitting on her bed reading a book when 'Remy' entered. She looked up and smiled.

"Whatcha up to, Cajun?" she teased walking up to 'him.' She stopped and looked at the collars 'he' was holding. "What're those?"

'He' said nothing and snapped one around her neck. She gasped and jumped backwards.

"Yer not Remy!" she accused trying to remove the collar. "Mystique!"

She morphed herself back into her regular form. "I'm not going to hurt you, Rogue," she explained. "All I want is to kill your husband."

"You screwed up, bitch!" Rogue cursed. She waved her hand in an attempt to throw a metal trash can, but it did not work. "What the hell is this thing!"

"Chere, what is all dis screaming 'bout?" Remy asked as he entered the room. "Mystique! What de hell are y' doin' here!"

Mystique turned around fast and snapped the second collar on Remy. "Time to die," she snarled pulling out a dagger.

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Lance was still searching rooms and becoming very angry and impatient. All the rooms were emptied. Was everyone somewhere else doing stuff? He was about to give up and search elsewhere when he heard Kitty giggling. She ran through a wall followed by Kurt teleporting after her. Were they playing some mushy hide-and-seek game? He felt like throwing up and he chased after them. It looked like they went into a room and the very end of the hall on the left.

He opened the door and saw that Kurt had Kitty pinned up against the wall as he was kissing her passionately on the lips. His grip on the collars in his hands tightened. It should have been him and her. Not this…this _thing_ kissing her. It seemed they were so wrapped up in each other that they did not even hear him enter. He slowly approached them. His foot steps were very, very quiet. Then he swung his arms at them snapping both collars on their necks at the same time. Kitty screamed and Kurt back away.

"Lance, what….what are you doing!" Kitty panicked trying to get the cold, metal thing off her neck. She tried to phase it off, but it seemed her powers were not working with it on.

"I….I can't use mein powers!" Kurt gasped.

"That's right," Lance smirked. "Courtesy of SHIELD. They were gonna use it on you all, but Mystique and I beat 'em to it."

"You two are sick," Kurt replied. "But I do not need my powers to protect Keety from you!" He swung his leg out kicking Lance on the side.

He did not expect this and fell on his knees. Kurt grabbed Lance's neck and looked him in the eyes.

"How do ve get zese zings off?" he growled.

Lance smirked and pushed the blue mutant off. He held out his hand making the room shake. Kitty lost her balance and fell to her knees. Kurt was on all fours holding on. Lance turned his attention on Kitty and pulled out a gun from his belt. Kitty looked up in fear and scrambled to get away, but he was keeping the room shaking that it was hard to move.

"No!" Kurt yelled jumping with incredible agility.

Lance growled and ran backwards into the wall hard. He suddenly felt Kurt go limp and fall into a heap on the floor.

"Kurt!" Kitty screamed.

Lance held the gun and pointed it at Kitty's head. She closed her eyes and looked down. There was no way of defending herself against a man with a gun.

"I don't think so, love," a female's British accent whispered into Lance's ear.

Kitty gasped and Lance fell to his knees and onto the floor. Psylocke had slit his neck with her knife. She ran to Kitty and removed to collar from her neck.

"You okay?" she asked.

"I'm fine," Kitty replied. "But I don't know about Kurt."

Betsy walked up to Kurt and put her fingers on his neck. "He's okay," she answered. "Just got a bump on the head."

"Is everything okay?" Angel asked walking into the room.

Betsy nodded and removed the collar from Kurt's neck. "They were attacked by a Brotherhood member as Xavier called them," she answered. "Wait….something is going on in Rogue and Remy's room."

"Kitty, stay with Kurt," Warren said. "Betsy and I will take care of this."

Kitty nodded and the two ran from the room.

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"Y' think y' can beat moi just because y' put some doggie collar on moi?" Remy asked pulling out his bo staff.

"I know I can beat you," she said swiping her dagger at him. He moved to the side and blocked the dagger with his staff. Rogue started to join in the battle until Remy stopped her.

"Stay outta dis, Rogue," he said. "I don't want de baby to get harmed."

She nodded and watched helplessly as her so-called mother and husband fought. She kicked and he got hit. He was on the floor and looked up and saw a dagger coming deadly close to his face. He brought his staff up quickly and blocked it. Then they felt the room shaking. Mystique knew Lance was using his powers. She smirked.

"By now Kurt and Kitty are dead," he said coolly.

"Liar!" Remy spat struggling to get off the floor.

"Kurt and Kitty wouldn't go down that easy!" Rogue added.

Remy smirked and swiped his staff across Mystique's feet. She fell backwards and into Rogue. Mystique started screaming as she felt her powers and life draining. Why? Why was Rogue still able to absorb?

"Rogue!" Remy gasped. He started to get up, but the floor shook harder knocking him down.

Rogue tried to push Mystique off her, but it was not working. Mystique could not get up because she was too weak.

"Noooooo!" Rogue wailed and Mystique's body went limp.

At the same time the ground stopped shaking. Rogue's hand began shaking as her skin color turned blue.

"It can't be," she whispered.

Remy ran to her and cradled her in his arms. He was careful not to touch her skin just in case this collar was preventing her to keep her powers in check.

"Mystique is dead," Rogue said her eyes full of tears. "Ah….Ah absorbed her."

Then she fell unconscious.

"Rogue, wake up!" Remy said shaking her.

Remy picked her up and walked out of the room as quickly as he could. Warren and Betsy were running down the hall and gasped when they saw a blue skinned Rogue in his arms. Remy stopped in front of them. Betsy removed the collars from him and Rogue.

"I gotta get her to de lab," Remy said. "Someone go find Beast for moi."

"Leave it to me," Betsy said. She closed her eyes and nodded after a moment. "He's on his way."

"Let's go," Remy said.


	10. In My Head

**Chapter X: In My Head**

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SHIELD headquarters

Bastion stepped over the dead man's body. A hole in Nick Fury's left breast was sizzling from the laser beam shot at his heart. He knew he did not stand a chance against Bastion, but he would not die without a fight.

Bastion grinned at Nick Fury's dead body. "Inferior human," he spat. "I have decided that all life must die. Humans, mutants, anything that lives and breathes! These Sentinels are not strong enough, but I will make them strong enough. As the Prime Sentinels! Do not worry, Fury, your friend Trask shall join you soon. Then you mutant friends!"

His laughs echoed throughout the halls. Several guards heard it and took off to find the source. They did not know that they would die within the next two minutes.

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Remy rushed into the lab with Rogue still in his arms. Now her hair was red and her skin was still blue. She looked just like Mystique. Hank and the Professor were in there waiting. Warren and Elizabeth were still in the room as well. Remy gently laid Rogue on the table and held her hand.

"Is she gonna be okay, Professor?" he asked.

Xavier wheeled himself to the end of the bed and placed his fingers on her temples. "I do not know, Remy," he answered honestly.

Beast started hooking equipment to her and asked the other two mutants to leave. Warren and Elizabeth nodded and left.

"They told me what happened," Hank said to Remy. "Is Mystique's body dead?"

"Oui," Remy nodded. "She be dead and now Rogue looks like her. Did she fully absorb her?"

"It appears so," Xavier answered. "I'm going to try to get inside her mind and see what Mystique's psyche is doing."

"I think it would be best if we both leave," Beast said.

"Non, I will not leave her," Remy argued.

"Please, Remy, I need to be alone with her," Xavier said.

"Okay," Remy sighed letting go of Rogue's hand.

He and Beast left the room giving Xavier privacy. He closed his eyes and delved into Rogue's mind.

Inside Rogue's mind,

Xavier looked around, but only saw mist inside a field of nothingness. "Rogue!" he called out. There was no answer. He took a step forward. The mist around him began to swirl and spread out. There was light now.

"Professor!" he heard Rogue's voice call out. She sounded scared.

"I'm here, Rogue!" Xavier called back. "Follow my voice!"

"Ah'm scared!" she said. "Mah baby. Mystique is tryin' to hurt mah baby!"

"Mystique! Where are you?" Xavier asked trying to hide his anger. "Mystique! Answer me! Rogue!"

"Ah….Ah can't find ya, professor," Rogue said. "Mystique ain't letting' me."

Mystique appeared before Xavier. She was grinning a very toothy grin. "My dear, professor," she said. "You cannot get rid of me. Neither can Rogue. I'm going to make sure she never has control of herself again since all she does is make bad decisions. Joining the X-Men was one, marrying Gambit was two, getting impregnated by him was three. I will make sure this spawn of Remy LeBeau is never born. And I will make sure Rogue never sees him again! Now get out!"

Xavier was forced out of Rogue's mind and opened his eyes to find himself in the medical lab again.

"Hank!" he called.

Hank and Remy both ran back inside. Remy looked worried at Xavier's grim expression.

"Give her a tranquilizer," Xavier said. "We cannot let her wake up just yet."

"What happened!" Remy demanded.

Hank prepared the syringe and stuck it into Rogue's arm. He pressed down letting the fluids drain into her body.

"Is she okay? What about de baby!" Remy pressed on getting impatient.

"Mystique has control of her mind," Xavier answered. "She is trying to hurt the baby."

"Damn her!" Remy cursed clinching his fist.

"As long as we keep her unconscious," Xavier continued. "Mystique will not be able to hurt her. She can torment Rogue emotionally, but not physically as long as she is asleep."

"So Mystique is gonna torture her until de problem can be fixed!" he asked trying to not blow his temper.

Xavier nodded slowly.

"Well dat pisses moi off," he growled leaving the room.

Hank cast Xavier a nervous glace. The professor sighed, "He's going to blow off some steam."

Remy left the med lab and entered the room next to it. The medical supply room. That was where Mystique and Lance's bodies were being kept for the time being. Kitty, Kurt, Warren, and Elizabeth were there keeping the bodies guarded.

"Remy!" Kitty gasped.

"Where dere be so many guards for just two dead bodies?" he asked.

"To keep you from doing something crazy," Elizabeth answered. "The professor warned the nearest people and Kurt teleported us here."

"Get out," he sneered.

"Remy, please calm down," Warren said. "We know you're worried about- - - -"

"Shut de hell up!" Remy shouted. "Don' even go dere! Get out of my way so I can rip Mystique's body apart!"

"She's dead!" Kurt intervened. "You destroying her dead body iz not gonna help Rogue."

Remy glared at the four people in his way. He pulled out a playing card and charged it.

"Remy, stop!" Kurt shouted.

He teleported behind the Cajun, grabbed him, and teleported him out of the room and into his and Rogue's room. Remy fell to his knees and uncharged the card letting it fall on the floor beside him.

"I want to be alone," he said quietly.

Kurt nodded and ported himself out. Remy sighed and picked himself up. He sat down on the edge of his and Rogue's bed.

"Even though Mystique be dead," he said to himself. "She still be doing so much harm…."

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Kurt teleported back into the supply room. He sighed and looked at his dead mother.

"He's very depressed," he said. "I can't believe Mystique iz just staying in Rogue's mind."

"Like, when is the government coming to get these bodies?" Kitty asked.

"Anytime now," Warren answered. "So one of us better stay in here until they do."

"I vill," Kurt answered. "I can keep anyone out."

"I'll stay too," Kitty agreed. "Even though I don't like being in the same room with Lance. Dead or not."

"Okay, let us know if you need anything," Warren said.

When they were gone, Kitty looked at Kurt and giggled. "I think they like each other."

"I zink so too," Kurt agreed.

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Author's Note: This was not meant to be a long chapter because it's just pretty much setting up the events for the next chapter.


	11. Confrontation

Author's note: Been a while, non? Sorry 'bout that. I lost motivation with this story due to lack of reviews, but as long as I have some readers, I will continue this until the end. Which this story is near its ending anyway.

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**Chapter XI: Confrontation**

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One week later

That Saturday morning started out simple enough. That was until _it_ showed up. Bastion. The superior android hell bent on destroying the mutants. The fight had been going on for the past hour. Two were already taken out of the battle and back inside. Bobby and Jubilee. And Remy barely missed other attacks. He was too distracted to be out there, but he did not care.

_Just before the battle…._

_Remy was sitting by Rogue's beside holding her hand. He had been like this the entire week. She was not to awaken due to Mystique's mental hold on her mind. The professor tried and tried again to remove Mystique, but to no avail. _

"_Remy, you're making yourself sick," Beast said with concern. "You should go outside and get some fresh air."_

"_Non," Remy shook his head. "I will not leave her. Not until dat bitch be gone from her mind."_

"_Remy….." Beast replied._

"_We've got a problem," Scott announced running into the room. His wounds had finally recovered and was outside exercising when he saw Bastion. _

Remy was wildly throwing cards at the android. He put all of his pain, sadness, and grief into it. His attacks were making the most progress, but Bastion would not give up so easily.

Wanda hexed one of the benches that was in the yard and threw it at Bastion, but that only resulted in him destroying it before it could hit him and him shooting a powerful beam at her. Wolverine quickly jumped in front of her and took the hit. She screamed and knelt down beside him.

"Logan!" His wound slowly began to heal, but he was left unconscious. "Kurt, get him out of here!"

Nightcrawler nodded and teleported Wolverine out of the battle.

"Three of you down," Bastion laughed and looked around at the group in the yard. "Isn't it time to give up?"

"Never!" Scott replied blasting him with an optic beam.

It got Bastion's shoulder hard causing his wiring to spark violently. "That was impressive, mutant." He held his hand and shoot a beam at Scott.

"Look out!" Kitty grabbed him and the blast phased through them. "Like how did he get so strong?"

_The days leading up to this point._

_Trask and his members of SHIELD launched the program to create more powerful sentinels since they had all been destroyed. Bastion found out about the plan._

_Two scientists awoke Bastion to do some tests on him. His eyes snapped opened and burned violently. "Inferior humans. I no longer work for you." He punched his fist through the male scientists chest. The female screamed at the violent sight and ran to the emergency button. '_I thought we got his violence under control after what happened last time._' Those were her last thoughts as her painful screams echoed. _

_Bastion after killing the scientists and guards made his way to the program room. Killing anyone in his way. He found files and programs that would make him all powerful and downloaded them._

"_Stop!" Trask ordered with his gun pointed at Bastion head._

_Bastion smirked and SHIELD was no more._

Pietro ran around Bastion creating a whirl wind. However the android was far to heavy to be effected. Bastion reversed the gale's force and Pietro was blown into Wanda and up against the brick wall.

"Bloody hell," Betsy sighed. "We're losing everyone."

"I've got an idea," Warren said.

Pyro viciously attacked Bastion with fire after seeing Wanda rendered unconscious, but that too did no good. It only resulted in his fire launcher being destroyed.

Angel lifted Psylocke into the sky and threw her at Bastion's back. She had her physic knife ready and stabbed him in the back. He cried out and was brought down by Betsy to the ground.

With his flying ability destroyed, maybe they now had a better chance against him. Gambit was the first to take this new advantage. He ran at Bastion with bo staff in hand. Bastion raised his hands to defend himself from the blow. Remy sneered at him and attacked like a wild animal letting his rage, anger, and hate out.

"He's gonna get himself killed," Wolverine growled joining the battle once again.

"What should we do, Kurt?" Kitty asked.

"I don't know," Nightcrawler shook his head. "I can't get close enough to get Gambit out."

"Then why don't we join in?" Scott suggested.

Kurt grinned and nodded. Kitty clinched her fist and she, along with everyone else, ran in for an attack.

Bastion saw the group advancing in. He used all his strength to push the Cajun back. He smirked at the mutants and put his hands together. He began charging his new power he obtained from SHIELD's computer.

"I can't move!" Kitty screamed.

"He's blocking our powers!" Scott yelled over the panicking group.

"_That is quite enough."_

A telekinetic dome surrounded Bastion and when he unleashed his power, it destroyed him.

"Holy shit," Wolverine stared at what used to be Bastion. "Did anyone do that?"

"_I did, fool."_

Everyone looked up and saw Dark Phoenix hovering in the sky. "I guess he did not realize it's wrong to go after someone else's prey," she smirked.

"Oh, mein Gott……" Kurt trailed.

"This will be the last time we see each other," Dark Phoenix announced. "For I am tired of playing this game and it beyond time for you all to die." She held out her hand and grinned.

"No!"

Remy jumped and turned around to see Rogue.

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Bastion's dead. Rogue's back in the game. Dark Phoenix is back for blood. It all comes down to this in "Final Confrontation." (And Rogue's return will be explained as well so hang tight.)


	12. Here Comes the Sun

Chapter XII: Here Comes the Sun

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_Hier kommt die Sonne_

_Hier kommt die Sonne_

_Sie est der hellte Stern von allen_

_Und wird nie vom Himmel fallen_

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Thirty minutes ago inside Rogue's mind…

"They think putting Rogue's body into sedation will stop me, huh?" Mystique scoffed.

"They don't want you to harm anyone!" Rogue shouted.

"Ahh, awake are you?" Mystique smirked.

"I've been awake," Rogue replied folding her arms over her chest.

"You don't seem so….flustered as you've been," Mystique pointed out.

Rogue smirked and stared at her adopted mother. "I know how to get rid of you now."

"Really?" Mystique asked not convinced.

"Yup," Rogue replied. "Now!"

Mystique clutched her head and fell to her knees. She was being attacked by a physic force too strong to handle. This had to have been a combination of Rogue and the professor.

"Damn you all to hell!" Mystique growled as she felt her spirit vanishing from Rogue's mind.

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"Rogue!" Remy shouted as his wife approached the fighting party. "How did ye wake up?"

"Ah'll tell ya later," she replied giving him a brief embrace.

"How sweet," Dark Phoenix mocked. "Reunited before death."

"Ah don't think so," Rogue replied ascending in the air. She held her hands out and summoned anything with metal. Park benches, street lights, and trash cans.

"Ach! Schwester!" Kurt cried. "You can't let us do zis!" He turned to Remy with his fists clinched.

"She know what she be doin'," Remy replied looking up as all the metal objects were gathered. "She know dat not only herself and de baby's life be on de line, but everyone's." He smiled and looked back at Kurt. "And dat be a sacrifice she be willin' t' make. Now," she extended his bow staff. "Let's get in dere and help!"

Kurt grinned and nodded. "Ja."

Kurt put his hands on Remy's shoulders while Angel held Betsy's hand. They would wait for Rogue's signal.

Dark Phoenix did not move. She smirked at the X-Men's futile attempt.

"Now!" Rogue screamed throwing her hands forward. Nightcrawler teleported himself and Gambit towards Dark Phoenix while Angel flew with Psylocke.

Dark Phoenix blocked all the metal objects, but managed to get a few scrapes from Psylocke and Gambit. She waved her hand and sent them all to the ground.

Kitty had to phase from getting hit from the debris and Wolverine slashed at anything that came his way with his claws.

Storm flew into the sky away from the battle and summoned a blanket of black clouds and a curtain of rain. She then sent two bolts of lightning down at the evil phoenix.

Scott watched in horror as every attempt to stop her failed. She just stayed in the air laughing. Even with the few gashes on her arms and hands from the small attacks that got through, she just laughed. Something big was coming he could feel it. He had to stop her now.

"Jean!" he called. "Jean, listen to me!"

"What?" she glared. "I told you Jean is dead!"

"No, she's not!" he argued.

Her eyes softened and she looked at him. "Scott?"

"Jean!" he smiled.

Everyone instantly stopped and she descended. She slowly walked up to her husband. "Scott?"

"Yes, Jean," he reached out to touch her face. He had not touched her in so long.

Her warm smile suddenly turned vicious and her green eyes went back to a burning orange. "Nope, not Jean," she hissed and wrapped her hands around his neck.

He gasped for breath, but found none. He was going to die, by her hands.

"Dammit," Wolverine growled.

ShadowCat tried to phase in there and get Scott out, but Dark Phoenix would not let her. Nightcrawler then tried teleporting, but that too failed. Storm tried everything. She could not let Scott die.

Betsy stared at the two. She knew she was the only one who could break Dark Phoenix's defenses at this point. She get her physic blade ready and ran at Dark Phoenix using both her physic powers and ninja arts. She cried out and pushed herself through the barrier. She stabbed Dark Phoenix's back. Dark Phoenix cried out and let go of Scott. A single tear fell from behind Cyclop's visor and he unleashed a powerful optic beam.

"Oh, mein Gott," Kurt gasped at the sight.

Dark Phoenix was being attacked from both sides. She screamed out in agony and fell to her knees.

"Jean!" Scott gasped holding her shoulders.

Her green eyes showed brightly and she smiled. "Thank you." She closed her eyes and her body went lifeless in his arms.

"Jean? Jean, stay with me!" he cried.

Logan put his hand on his shoulders and closed his eyes. Kurt held Kitty tightly and let her sob in his arms.

Inside Xavier sat silently and let his tears fall. It was finally over.

Rogue fell to her knees in exhaustion and Remy wrapped his arm around her shoulders.

Betsy stood by herself with a look of sorrow. Warren sighed and bowed his head.

Ororo descended and walked back inside the mansion. Logan looked at her and followed her inside.

Kurt looked up at the sky. The clouds slowly began to disappear and rays of sunlight peaked through. "Hier kommt die sonne," he whispered.

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Author's Note: Rushed yes, but this story needs to wrap up, no? I was gonna have Jean live and come back to good, but I couldn't come up with a good way and I also love the angst stuff. The epilogue will be coming soon. It's the end of the Failing and Falling series.

Translations:

Lyrics to Rammstein's "Sonne"

"Hier kommt die sonne. Hier kommt die sonne. Sie est der hellte Stern von allen. Und wird nie vom Himmel fallen."

"Here comes the sun. Here comes the sun. She´s the brightest star of all

and will never fall from heaven."

Kurt: "Hier kommt to sonne."

"Here comes the sun.

"Ach! Schwester!"

"Oh, sister!"

"Oh, mein Gott!"

"Oh, my God!"


	13. Epilogue

Epilogue

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"The end of everything. The end of the threats from Magneto, Mystique, SHIELD, Bastion, Anya, and the Dark Phoenix. The end of sorrow. We may have lost dear friends, but we still do have each other. We will never forget her, Jean Grey. Never."

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Professor Charles Xavier

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Three months had passed since it all ended. The damage done to the institute was repaired and the mourning over Jean Grey had ended. Her loss still saddened everyone, but not as much as her husband Scott. Her death still had a major toll on him. He had become emotionless and cold towards his friends.

Kurt and Kitty were married in Germany with their friends and family at the wedding. Kitty became pregnant with a baby girl one month afterwards.

Rogue gave birth to Bekka Jean LeBeau. She teased him for several weeks because he was convinced they would have a boy. Rogue also swore to never use Magneto or Mystique's powers ever again. She did not want the reminder of the two.

The other students continued their lives normally. Tabitha had a good relationship with Piotr. Pietro and Wanda sibling rivalry was not as bad as it used to be. John liked Wanda a lot and had to deal with numerous death threats from the speedy mutant.

Kurt and Kitty were not the only ones to marry. Logan proposed to Ororo and planned their wedding in the spring.

Betsy went back to Europe to be alone. Though she was a ninja and had killed people in the past, her killing Jean haunted her. She promised she would come back to Warren soon.

All the danger had finally ended and everyone could finally live peacefully.

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Scott sat on a bench outside the institute with his head bowed.

"Scott…."

His head shot up. "Jean?!"

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Author's Note: That's it! The Failing and Falling series is over. Thank you everyone who read/reviewed all three stories. Thanks goes to the ones that added the stories to the C2s! I dunno if I'll be able to write another X-Men Evolution story since I got a ton of stuff lined up.

The ending with Scott will be left to y'all's imagination. It is not a teasy for another story.

Thanks again! Bye-bye!


End file.
